GLAUKOS Corp — Major Shareholding Notification 2017

Feb 14, 2017

SC 13G/A 1 d347539dsc13ga.htm SC 13G/A SC 13G/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(AMENDMENT NO 1)*

Glaukos Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

377322102

(CUSIP Number)

December 31, 2016

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 13 Pages

Cusip No. 377322102 13G Page 2 of 13 Pages

| 1 | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) InterWest Partners IX, LP | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION California | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,018,362 |
| | 6 | SHARED VOTING POWER 0 |
| | 7 | SOLE DISPOSITIVE POWER 1,018,362 |
| | 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,018,362 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES: ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 3.0% | |
| 12 | TYPE OF REPORTING PERSON PN | |

Page 2 of 13 Pages

Cusip No. 377322102 13G Page 3 of 13 Pages

| 1 | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) InterWest Management Partners IX, LLC (the General Partner of InterWest Partners IX, LP) | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION California | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,018,362 |
| | 6 | SHARED VOTING POWER 0 |
| | 7 | SOLE DISPOSITIVE POWER 1,018,362 |
| | 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,018,362 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES: ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 3.0% | |
| 12 | TYPE OF REPORTING PERSON OO | |

Page 3 of 13 Pages

Cusip No. 377322102 13G Page 4 of 13 Pages

| 1 | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) Philip T. Gianos (a Managing Director of InterWest Management Partners IX, LLC) | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER 2,147 |
| | 6 | SHARED VOTING POWER 1,018,362 |
| | 7 | SOLE DISPOSITIVE POWER 2,147 |
| | 8 | SHARED DISPOSITIVE POWER 1,018,362 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,020,509 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES: ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 3.0% | |
| 12 | TYPE OF REPORTING PERSON IN | |

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Philip T. Gianos that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

Page 4 of 13 Pages

Cusip No. 377322102 13G Page 5 of 13 Pages

| 1 | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) W. Stephen Holmes III (a Managing Director of InterWest Management Partners IX, LLC) | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER 694 |
| | 6 | SHARED VOTING POWER 1,018,362 |
| | 7 | SOLE DISPOSITIVE POWER 694 |
| | 8 | SHARED DISPOSITIVE POWER 1,018,362 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,019,056 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES: ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 3.0% | |
| 12 | TYPE OF REPORTING PERSON IN | |

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by W. Stephen Holmes III that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

Page 5 of 13 Pages

Cusip No. 377322102 13G Page 6 of 13 Pages

| 1 | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) Gilbert H. Kliman (a Managing Director of InterWest Management Partners IX, LLC) | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER 17,083 |
| | 6 | SHARED VOTING POWER 1,018,362 |
| | 7 | SOLE DISPOSITIVE POWER 17,083 |
| | 8 | SHARED DISPOSITIVE POWER 1,018,362 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,035,445 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES: ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 3.1% | |
| 12 | TYPE OF REPORTING PERSON IN | |

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Gilbert H. Kliman that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

Page 6 of 13 Pages

Cusip No. 377322102 13G Page 7 of 13 Pages

| 1 | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) Khaled A. Nasr (a Venture Member of InterWest Management Partners IX, LLC) | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 1,018,362 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 1,018,362 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,018,362 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES: ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 3.0% | |
| 12 | TYPE OF REPORTING PERSON IN | |

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Khaled A. Nasr that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

Page 7 of 13 Pages

Cusip No. 377322102 13G Page 8 of 13 Pages

| 1 | NAME OF
REPORTING PERSONS I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY) Arnold L. Oronsky (a Managing Director of InterWest Management Partners IX, LLC) | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER 2,778 |
| | 6 | SHARED VOTING POWER 1,018,362 |
| | 7 | SOLE DISPOSITIVE POWER 2,778 |
| | 8 | SHARED DISPOSITIVE POWER 1,018,362 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,021,140 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES: ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 3.0% | |
| 12 | TYPE OF REPORTING PERSON IN | |

Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Arnold L. Oronsky that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of his pecuniary interest.

Page 8 of 13 Pages

ITEM 1.

(a) NAME OF ISSUER : Glaukos Corporation

(b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE:

26051 Merit Circle, Suite 103

Laguna Hills, CA 92653

ITEM 2.

(a) NAME OF PERSON(S) FILING:

InterWest Partners IX, LP (“IWP IX”)

InterWest Management Partners IX, LLC (“IMP IX”)

Philip T. Gianos (“Gianos”)

W. Stephen Holmes III (“Holmes”)

Gilbert H. Kliman (“Kliman”)

Khaled A. Nasr (“Nasr”)

Arnold L. Oronsky (“Oronsky”)

(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

2710 Sand Hill Road, Suite 200, Menlo Park, CA 94025

(c) CITIZENSHIP/PLACE OF ORGANIZATION:

IWP IX:	California
IMP IX:	California
Gianos:	United States
Holmes:	United States
Kliman:	United States
Nasr:	United States
Oronsky:	United States

Page 9 of 13 Pages

(d) TITLE OF CLASS OF SECURITIES: Common Stock

(e) CUSIP NUMBER: 377322102

ITEM 3. NOT APPLICABLE.

ITEM 4. OWNERSHIP.

Beneficial Ownership	1,018,362	1,018,362	1,020,509
Percentage of Class	3.0 %	3.0 %	3.0 %
Sole Voting Power	1,018,362	1,018,362	2,147
Shared Voting Power	0	0	1,018,362
Sole Dispositive Power	1,018,362	1,018,362	2,147
Shared Dispositive Power	0	0	1,018,362

Beneficial Ownership	1,019,056	1,035,445	1,018,362
Percentage of Class	3.0 %	3.1 %	3.0 %
Sole Voting Power	694	17,083	0
Shared Voting Power	1,018,362	1,018,362	1,018,362
Sole Dispositive Power	694	17,083	0
Shared Dispositive Power	1,018,362	1,018,362	1,018,362

Beneficial Ownership	1,021,140
Percentage of Class	3.0 %
Sole Voting Power	2,778
Shared Voting Power	1,018,362
Sole Dispositive Power	2,778
Shared Dispositive Power	1,018,362

** Includes 15,000 shares issuable to Kliman pursuant to outstanding options exercisable within 60 days of December 31, 2016.

(1) IMP IX is the general partner of IWP IX.

(2) Gianos, Holmes, Kliman and Oronsky are Managing Directors of IMP IX. Nasr is a Venture Member of IMP IX. The Managing Directors and Venture Member of IMP IX share voting and investment control over shares held by IWP IX. Beneficial ownership is expressly disclaimed, except to the extent of their pecuniary interest.

Page 10 of 13 Pages

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited liability company operating agreement of IMP IX, the members of such limited liability company have the right to receive dividends from, or the proceeds from the sale of, the common stock of Issuer beneficially owned by such limited liability company.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

No reporting person is a member of a group as defined in section 240.13d-1(b)(1)(iii)(H) of the Act.

ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP.

Not applicable.

ITEM 10. CERTIFICATION.

Not applicable.

EXHIBITS

Joint Filing Statement attached as Exhibit A.

Page 11 of 13 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2017

INTERWEST PARTNERS IX, LP
By:	InterWest Management Partners IX, LLC, its General Partner
By:	/s/ Gilbert H. Kliman
	Managing Director
INTERWEST MANAGEMENT PARTNERS IX, LLC
By:	/s/ Gilbert H. Kliman
	Managing Director
By:	/s/ Philip T. Gianos
Name:	Philip T. Gianos
By:	/s/ W. Stephen Holmes by Karen A. Wilson, Power of Attorney
Name:	W. Stephen Holmes
By:	/s/ Gilbert H. Kliman
Name:	Gilbert H. Kliman
By:	/s/ Khaled A. Nasr
Name:	Khaled A. Nasr
By:	/s/ Arnold L. Oronsky
Name:	Arnold L. Oronsky

Page 12 of 13 Pages